Agreement and Full and Final Release - Corel Corp. and Jacqueline Maartense
AGREEMENT AND FULL AND FINAL RELEASE
BETWEEN
COREL CORPORATION
AND
JACQUELINE MAARTENSE
EFFECTIVE JANUARY 20, 2006
The terms and conditions set out below, along with the attached Full and Final
Release, will constitute our binding agreement regarding the terms and
conditions of your transition from Corel:
1. Effective January 20, 2006 you will cease to have the title and
responsibilities as EVP Global Marketing. You will continue as an employee
(until the Termination Date as defined below) without title and without any
pre-assigned duties and responsibilities as you are on a leave of absence.
2. Unless your employment is otherwise terminated earlier you will continue
to receive all benefits until June 8, 2006 and thereafter continue to
receive health and dental benefit coverage, until June 8, 2007.
3. On June 8, 2007 or such other earlier date as you may advise (in either
case the "Termination Date") your employment relationship with Corel will
be deemed to have terminated without cause.
4. On the first regularly scheduled payroll date following the Termination
Date, Corel will provide you with a retiring allowance in an amount equal
to (i) 11 months' base salary; and, (ii) 11 months incentive pay,
calculated at 100% achievement. This retiring allowance shall be paid in
the most advantageous manner that is permitted by law, having regard to tax
and E.I. considerations, as you might direct.
5. Corel will provide you with full RSP matching payments for the calendar
year 2006 and, provided the Termination Date is on or after January 1,
2007, for calendar year 2007. On the first regularly scheduled payroll date
following the Termination Date Corel shall pay out all accrued vacation
entitlement accrued through the Termination Date.
6. Your stock options shall be treated in accordance with the Corel Stock
Option Plan (i.e. options shall continue to vest until the Termination Date
and vested option may be exercised until 90 days after your Termination
Date, at which point all vested and unvested options shall expire). Until
the Termination Date you will respect your
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previously executed Lock Up Agreement and all company-wide blackout
periods. We will formally remove you as an officer of the company and will
not designate you as a deemed "insider" for securities law purposes nor for
the purpose of any internal trading restrictions applicable to company
designated or deemed insiders.
7.The foregoing terms and conditions shall be in lieu of the provisions of
paragraphs 5(a)(ii), (iii), and (iv), 5(b), and 5(f) of your Employment
Agreement dated the 20th day of January 2005.
8. You will express your formal agreement to these terms by executing this
Agreement in the space below and returning it along with the attached Full
and Final Release.
/s/ Randy Eisenbach
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Corel Corporation
By: Randy Eisenbach
Its: Chief Operating Officer
Witness: /s/ Gail Oaley /s/ Jacqueline Maartense
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Gail Oaley Jacqueline Maartense
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FULL AND FINAL RELEASE
1. FULL AND FINAL RELEASE
KNOW ALL PERSONS by these presents that Jacqueline Maartense ("the Releasor")
for good and valuable consideration as set out in the Agreement effective
Janaury 20, 2006 (the "Agreement") the sufficiency of such consideration being
hereby acknowledged, does hereby remise, release and forever discharge Corel
Corporation, its successors, administrators, assigns, affiliated and related
companies, and their respective directors, officers, employees and agents
(hereinafter collectively referred to as the "Releasee"), of and from all
actions, causes of action, damages, claims, crossclaims and demands whatsoever,
(including all damage, loss and injury not now known or anticipated but which
may arise in the future and all effects and consequences thereof), and from all
statutory claims whatsoever, (including but not limited to all statutory claims
under the Ontario Human Rights Code and the Ontario Employment Standards Act),
however and wherever arising, which the Releasor had, now has, or which the
Releasor, his/her heirs, administrators and assigns, or any of them, hereafter
can, shall or may have by reason of or arising from the employment of the
Releasor by the Releasee or from the cessation of the employment relationship
between them.
IN ADDITION TO AND WITHOUT ANY LIMITATION TO THE FOREGOING, the Releasee
acknowledges that she has not been subjected to any form of discrimination
contrary to any statute or otherwise at law, has waived any right to
reinstatement to her former or any other position with the Releasee under any
applicable legislation and agrees that to the extent any such claim is asserted
by the Releasor in the future, such assertion shall constitute bad faith on the
part of the Releasor.
AND FOR THE SAID CONSIDERATION the Releasor further agrees not to make or
continue any claim or take or continue any proceedings against any other person
or corporation or entity here in Canada or
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elsewhere in the world, with respect to anything existing at the present time
between the parties to this release with respect to the subject matter of this
release.
IT IS UNDERSTOOD AND AGREED that the said payment is deemed to be no admission
whatsoever of liability on the part of the Releasee.
2. CONFIDENTIALITY AND NON-DISPARAGEMENT UNDERTAKING
AND FOR THE SAME CONSIDERATION the undersigned, intending to be legally bound,
hereby further agrees and undertakes to protect in strict confidence, and not to
use or disclose, any and all information relating to the terms of the Letter and
the fact of the settlement between the Releasor and the Releasee.
The Releasor agrees that he/she will not say, publish or do any act or thing
that disparages or casts the Releasee, its officers, directors, employees,
agents and/or representatives in any unfavorable light, or which could result in
injury to any such person's reputation. Except to the extent required by
applicable law, the Releasor shall make no public statements or announcements
regarding the Releasor's past employment by Releasor or any of the matters set
forth herein without first consulting with Releasor and obtaining its prior
written approval as to the timing and content of the proposed statements and/or
announcements. Notwithstanding the foregoing the Releasor may disclose
particulars of Releasor's employment and termination in any bona fide job search
or application for government unemployment or other like benefits.
3. AGREEMENT AND INDEMNITY
IT IS FURTHER UNDERSTOOD AND AGREED THAT FOR THE SAME CONSIDERATION, the
Releasor further covenants and agrees to save harmless and indemnify the
Releasee from and against all claims, charges, taxes or penalties and demands
which may be made by the Minister of National Revenue requiring the Releasee to
pay income tax under the Income Tax Act (Canada) in respect of income tax
payable by the Releasor in excess of the income tax previously withheld, and in
respect of any and all
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claims, charges, taxes or penalties and demands which may be made on behalf of
or related to the Minister of National Revenue, the Employment Insurance
Commission, the Canada Pension Commission, or the Workplace Safety and Insurance
Board, under the applicable statutes and regulations, with respect to any
amounts which may, in the future be found to be payable by the Releasee in
respect of the Releasor.
4. BENEFIT OF RELEASE, AGREEMENT AND UNDERTAKING
IT IS UNDERSTOOD AND AGREED that this Release, Agreement and Undertaking shall
enure to the benefit of the Releasee, its successors, administrators, assigns,
affiliates and related companies, and its officers and directors, and shall be
binding upon the Releasor, his/her heirs, executors, administrators and assigns.
AND THE RELEASOR HEREBY DECLARES that he/she fully understands the terms of this
settlement, has obtained independent legal representation in connection with
this Release and the Agreement, and that she voluntarily accepts the terms and
conditions of the Agreement and this Release for the purpose of making full and
final compromise, adjustment and settlement of all claims as aforesaid, whether
arising by force of contract, at common law or under applicable statutes.
IN WITNESS WHEREOF the said Jacqueline Maartense has hereunto set hand this
9 day of March, 2006 at the City of Ottawa, in the Province of Ontario.
SIGNED in the presence of Gail Oaley
)
)
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/s/ Gail Oaley ) /s/ Jacqueline Maartense
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Witness ) Jacqueline Maartense
Name: Gail Oaley
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